A director dissents
A director who opposes a proposed action by the board needs to have his
dissent recorded in the minutes.
If the majority of the board votes in favour of performing prohibited
actions, they may be jointly liable to pay compensation to the injured
parties. A director who has taken pains to distance himself from prohibited
conduct may successfully protect himself from any potential court
rulings.
Review the
minutes
If a director has asked that his dissent be noted in the minutes, he
needs to read the draft minutes to insure that his dissent has been
properly recorded.
Absent
directors
A director who is absent from a board meeting is deemed to have
approved all resolutions passed at that meeting unless he objects in
writing within seven days of becoming aware of it.
Directors should read the minutes of the meetings that they have not
attended.
(Rule # 46
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